Taboola.com, the Nasdaq-listed performance-advertising platform, has agreed a recommended takeover of AIM-quoted native-advertising firm Dianomi, taking out a long-depressed small-cap and consolidating the finance-focused native advertising niche.
Announced this morning via subsidiary Taboola Europe Limited, the scheme of arrangement values Dianomi at approximately £19 million, with cash consideration of 64p per share representing a 68% premium to Thursday’s 38.0p close, and far larger premiums of 114% and 350% to the three- and six-month volume-weighted average prices.
Dianomi, founded in 2002 and employing around 42 people to place sponsored content on publisher sites for financial, technology and lifestyle advertisers, saw its shares open at 64p and trade as high as 65p on Friday, last quoted at 63.215p — up 66% on Thursday’s close but still just below the cash offer, reflecting deal completion risk.
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Shareholders also receive a Contingent Consideration Unit worth up to a further 24p, taking maximum consideration to 88p and implying a top-end valuation of roughly £27 million, though that additional payout is capped and not guaranteed.
The Dianomi board unanimously recommends the deal, advised by Panmure Liberum, and has secured irrevocable undertakings covering 75.3% of shares, including 10.4% from directors and 64.9% from major holders including BGF Investments.
The acquisition is conditional on shareholder and Court approval via a Part 26 scheme of arrangement, and materially, on the Competition and Markets Authority declining to escalate the deal to a Phase 2 review.
The Scheme Court Meeting and General Meeting are expected in November, with completion targeted by the end of 2026 and cash payable within 14 days of the scheme taking effect. Taboola’s Realize platform reaches over 600 million daily active users, working with publishers including NBC News and Yahoo.
